Cyprus - Andreas Neocleous & Co

CYP/14
INTERNATIONAL AGENCY AND DISTRIBUTION LAW
The agent is still entitled to his commission if the principal contracts at a lower
price or on terms other than those the agent was authorized to offer, provided
that the contract as finally concluded is merely a different way of carrying out
the same contract the agent was employed to arrange.
However, in such a case the terms of the agency contract will be strictly
scrutinized to ascertain whether the agent was the effective cause. In Socrates
Eliades v Pantelis Petrides, 19 it was held that contracts under which a principal is
bound to pay commission for an introduction which does not result in a sale must
be expressed in clear language.
An agent is entitled to remuneration for his services as agent, if either the
express or implied terms of any agency contract so provide. Where the contract
contains express terms, the agent cannot claim remuneration other than in
accordance with those terms.
In the absence of express terms, the right to claim any remuneration and the
amount and terms of payment are determined by such terms as may be implied.
In deciding what terms are to be implied the court must consider:
• All the circumstances of the case;
• The nature and duration of the services;
• The express terms of the contract; and
• The customs and usage of the particular trade. 20
In the absence of any factors to the contrary, a term will be implied to hold that
the agent is entitled to reasonable remuneration.
These principles were applied in the following cases:
• JF Aho Et Fils Trading Under the Style Societe BEPIN and Another v Photos
Photiades & Co;
• Orphanides v Michaelides; and
• Ioannis Patsalides v Georghios Th. Takkas.
In JF Aho Et Fils Trading Under the Style Societe BEPIN and Another v Photos
Photiades & Co, 21 the court held that the contract should be interpreted and
applied as if the parties had made it, if made at all, and the court should not
tailor the contract for the parties or reconstruct an agreement on equitable
principles.
Where the agent is to be remunerated on the happening of an event, the question
whether that event has occurred depends on the facts of the case and the express
or implied terms of the agency contract.
19 Socrates Eliades v Pantelis Petrides (1972) 1 CLR 5.
20 Read v Rann, 1830, 10 B&C 438.
21 Civil Appeal Number 4704-1968.
(Release 2 – 2013)